UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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Commission File Number: 000-52645

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STRONGBOW RESOURCES INC

(Exact Name of Issuer as specified in its charter)

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250-777 N. Rainbow Blvd., Las Vegas, NV 89107

(Address of Issuer’s Principal Executive Offices) (Zip Code)

(702) 938-3656

Issuer’s telephone number

FORWARD LOOKING STATEMENTS

The information contained in this Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, including among other things, statements regarding our capital needs, business strategy and expectations. Any statement which does not contain an historical fact may be deemed to be a forward-looking statement. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. In evaluating forward looking statements, you should consider various factors outlined in our latest Form 10-K filed with U.S. Securities Exchange Commission (“SEC”) on May 28, 2010, and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between our actual results and those reflected in these statements.

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

STRONGBOW RESOURCES INC.

(An Exploration Stage Company)

BALANCE SHEETS

The accompanying notes are an integral part of these financial statements

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STRONGBOW RESOURCES INC.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements

2

STRONGBOW RESOURCES INC.

(A Exploration Stage Company)

STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these financial statements

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STRONGBOW RESOURCES INC.

(An Exploration Stage Company)

NOTE TO THE FINANCIAL STATEMENTS

November 30, 2010

(Unaudited)

1.

BASIS OF PRESENTATION

Unaudited Interim Financial Statements

The unaudited interim financial statements of Strongbow Resources Inc. (the “Company”) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended February 28, 2010 included in the Company’s Annual Report on Form 10-K filed with the SEC. The interim unaudited financial statements should be read in conjunction with those financial statements included in the10-K report. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine month period ended November 30, 2010 are not necessarily indicative of the results that may be expected for the year ending February 28, 2011.

Recent Accounting Pronouncements

The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. It does not expect the adoption of these pronouncements to have a material impact on its financial position, results of operations or cash flows.

2.

RELATED PARTY TRANSACTIONS

Non-interest bearing notes and advances, unsecured and payable upon demand to a shareholder and a former officer consist of the following:

On December 20, 2010, a note payable to a shareholder in the amount of $18,000 was converted to shares of our common stock (see Note 3).

3.

SUBSEQUENT EVENT

On December 20, 2010, the Company issued 1,133,333 restricted shares of its common stock at a price of $0.06 per share. Total proceeds of $68,000 included proceeds of $50,000 in cash and the conversion of $18,000 in amounts due to a related party.

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our unaudited financial statements and related notes included as part of this report and our Form 10-K for the year ended February 28, 2010 filed with the SEC on May 28, 2010.

General

Strongbow Resources Inc. (“Strongbow” or the “Company”) is an exploration stage company incorporated in the State of Nevada on July 9, 2004. We have been relatively inactive since inception. We originally intended to import and market plush toys and related products under our former name, “Plush Mall Inc.” We were unable, however, to identify a sufficient number of products for redistribution. Accordingly, we determined to focus our business efforts on the acquisition, exploration and development of mineral properties.

In-keeping with our change of focus, we amended our articles of incorporation in January 2008 to change our name from Plush Mall, Inc. to Strongbow Resources Inc. During October 2007 we amended our articles of incorporation to increase the number of our authorized common shares from 75,000,000 to 750,000,000 and to forward stock split our common stock on a 10-for-1 basis. The stock split was based on market conditions and upon a determination by our Board of Directors that the stock split was in our best interests and that of our shareholders.

On November 28, 2007 we entered into a term sheet agreement with Holloman Minerals which provided the basis for a joint venture through which we could earn an 80% interest in seven (7) Australian uranium mineral exploration leases. We paid a deposit of $300,000 in connection with the Agreement. The Agreement was contingent upon completion of a comprehensive joint venture agreement acceptable to both parties.

In May 2009, we mutually agreed with Holloman Minerals not to pursue creation of the joint venture contemplated by the Agreement. Effective May 29, 2009, we executed a Deposit Settlement Agreement with Holloman Minerals to amicably terminate all commitments related to the joint venture. As part of the settlement, Holloman Minerals agreed to refund $275,000 of the deposit we paid in connection with the Agreement. Holloman Minerals retained $25,000 to offset direct lease expenses which it incurred. On July 6, 2009, we received payment of the $275,000 refund from Holloman Minerals.

In September 2010, we began discussions with certain parties in Kyrgyzstan concerning joint ventures targeting the exploration of certain gold deposits. These discussions have been jointly undertaken with our largest shareholder.

During the twelve months ending November 30, 2011, we plan to identify and complete lease acquisition(s) and pursue joint venture agreements with third parties to explore for natural resources in Kyrgyzstan, Australia or other parts of the world.

Results of Operations

As of January 5, 2011 we did not own any mineral properties and had not generated any revenues.

At November 30, 2010, our current liabilities exceeded our current assets by approximately $74,000. Current liabilities have increased substantially when compared to amounts outstanding at November 30, 2009, and include accounts payable and accrued liabilities of $76,882 and non-interest bearing notes and advances of $28,500. Our general and administrative expenses for the three and nine months ended November 30, 2010 have also increased when compared to the same periods during the prior fiscal year. These increases resulted largely from personnel and travel related expenditures required to maintain regulatory compliance and examine possible business opportunities.

It is likely that our expenditures will increase as we seek additional natural resource properties in Kyrgyzstan, Australia or in other parts of the world. In that connection, we plan to identify, negotiate and rely upon third party farm-ins and other joint venture partners to assist in the exploration and development of future properties.

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Liquidity and Capital Resources

The mineral exploration and extraction industry is cyclical in nature and tends to reflect general economic conditions. The US and other world economies are recovering from a recession which continues to inhibit investment liquidity. Our access to capital, as well as that of our partners and contractors, could be limited due to tighter credit markets and may inhibit the formation of exploration ventures and partnerships. As a result, our future operations may be delayed due to financial constraints.

At November 30, 2010, we had a note and advance payable of $28,500 to a former officer and a shareholder. Proceeds from this note and advance were used to support administrative operations. The note and advance are unsecured, non-interest bearing, and payable upon demand.

Our material future contractual obligations as of November 30, 2010 are shown below.

Our operations have been financed from the sale of our common stock and advances from our current and former shareholders, officers, directors and their affiliates.

The factors that will most significantly affect our results of operations include (i) our ability to satisfy our capital requirements, (ii) our ability to effectively acquire natural resource properties, (iii) the marketability of future production, if any, (iv) competition from larger companies, and (vi) future prices of natural resource. Our revenues will also be significantly impacted by our ability to maintain or increase natural resource production through exploration and development activities.

On December 20, 2010, we sold 1,133,333 restricted shares of our common stock at a price of $0.06 per share to our largest shareholder. This private placement was made at the market asking price of the shares on the date of sale. Total proceeds of $68,000 included $50,000 in cash and the conversion of $18,000 of notes payable to the purchaser.

In May 2009 we settled a $20,623 debt to a former officer for $1,000. On July 6, 2009 we received a payment of $275,000 on the settlement of our deposit with Holloman Minerals.

We are attempting to raise the capital required to implement our business plan. We believe our plan of operations, exclusive of any costs associated with the potential acquisition of mineral interests, will require approximately $750,000 in financing to cover general, administrative and business development expenses during the twelve-month period ending January 5, 2012.

If we are unable to raise the financing we need, our business plan may fail and our stockholders could lose their investment. There can be no assurance that we will be successful in raising the capital we require, or that if the capital is offered, it will be subject to terms we consider acceptable. Investors should be aware that even in the event we are able to raise the funds we require, there can be no assurance that we will succeed in our acquisition, exploration or production plans and we may never be profitable.

As of January 5, 2011 we did not have any off balance sheet arrangements that have or are reasonable likely to have a current or future material effect on our financial condition, changes in financial condition, results of operations, liquidity or capital resources.

Critical Accounting Policies and Estimates

Measurement Uncertainty

The process of preparing financial statements requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements; accordingly, actual results may differ from estimated amounts. Significant items subject to such estimates and assumptions include the carrying value of assets and certain income tax exposure. These estimates and assumptions are reviewed periodically and, as adjustments become necessary they are reported in earnings in the periods in which they become known.

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Fair Value of Financial instruments

The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair value of prepaid expenses, other receivables, accounts payable and amounts due to related parties approximates their carrying value due to their short-term nature.

Loss per share

We present both basic and diluted earnings (loss) per share (EPS) on the face of the statements of operations. Basic EPS is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Diluted EPS figures are equal to those of basic EPS for each period since we have no dilutive stock options and warrants.

ITEM 4.

CONTROLS AND PROCEDURES

An evaluation was carried out under the supervision and with the participation of our management, including our Principal Financial Officer and Principal Executive Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of November 30, 2010, our disclosure controls and procedures are effective to satisfy the objectives for which they are intended.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework.

There were no changes in our internal control over financial reporting identified in connection with the evaluation performed that occurred during the fiscal quarter covered by this report that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 6.

EXHIBITS

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:     January 13, 2011

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